UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. )
________________________
STURM, RUGER & COMPANY, INC.
(Name of Subject Company (Issuer))
________________________
BERETTA HOLDING S.A.
(Names of Filing Persons (Offerors))
____________________________________
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
______________________
864159108
(CUSIP Number of Class of Securities)
________________________
Robert Eckert
Beretta Holding S.A., 9 rue Sainte Zithe
Luxembourg, N4, L-2763
352 691 325 028
(Name, Address and Telephone Number of Person Authorized
to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Andrew M. Freedman, Esq.
Michael R. Neidell, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
and
Christopher Sheaffer, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022-7650
Telephone: (212) 521-5400
________________________
☒ Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if
the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Tender Offer Statement on
Schedule TO relates solely to preliminary communications made before the commencement of a potential tender offer by Beretta Holding S.A.
(“Beretta Holding”) for up to the lesser of 15.05% of the outstanding shares of the common stock, $1 par value per share (the
“Shares”), and 2,400,184 Shares of the issued and outstanding Shares of Sturm, Ruger & Company, Inc., a Delaware corporation
(“Ruger”), that Beretta Holding does not already own.
Notice to Investors
The proposed tender offer described
above has not yet commenced. This communication is for informational purposes only and does not constitute a recommendation, an offer
to purchase, or a solicitation of an offer to sell Shares. If the tender offer is commenced, Beretta Holding will file a tender offer
statement and related exhibits with the Securities and Exchange Commission (the “SEC”), and Ruger will file a solicitation/recommendation
statement with respect to such tender offer with the SEC.
STOCKHOLDERS OF RUGER ARE STRONGLY
ADVISED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY
BE AMENDED FROM TIME TO TIME, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. IF THE TENDER OFFER IS COMMENCED, THE TENDER OFFER STATEMENT (INCLUDING
THE RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
IN ADDITION, IF THE TENDER OFFER IS COMMENCED, THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED BY BERETTA HOLDING WITH THE
SEC WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF RUGER FREE OF CHARGE FROM THE INFORMATION AGENT FOR THE TENDER OFFER.
Forward-Looking Statements
The attached press release may
contain certain “forward-looking statements,” many of which are beyond our ability to control or predict. Forward-looking
statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but
are not limited to, statements about the expected future business and financial performance of Beretta Holding. Actual events, results
and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors.
Forward-looking statements in this document include, without limitation, statements regarding the planned completion of the offer. These
statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated,
including, but not limited to, risks and uncertainties related to: statements regarding the anticipated benefits of the transaction; statements
regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the
completion of the transaction; the percentage of Ruger’s stockholders tendering their shares in the offer; the possibility that
competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption
caused by the transaction making it more difficult to maintain relationships with employees and others; stockholder litigation in connection
with the transaction resulting in significant costs of defense, indemnification and liability; and other risks and uncertainties discussed
in the tender offer documents that would be filed by Beretta Holding if the tender offer is commenced and the Solicitation/Recommendation
Statement that would be filed by Ruger. All forward-looking statements in the attached press release are qualified in their entirety
by this cautionary statement.
Item 12. Exhibits
|
Exhibit No. |
Description |
| (a)(5)(A) |
Press Release (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on May 4, 2026). |
