UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS:

Andrew N. Ferguson, Chairman

Mark R. Meador

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In the Matter of

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Beretta Holding S.A.,

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a privately-held corporation.

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DECISION AND ORDER

Docket No. C

DECISION

The Federal Trade Commission (“Commission”) initiated an investigation of a proposed

acquisition by Respondent Beretta Holding S.A. (“Respondent”), a subsidiary of Upifra S.A., of

voting securities of Sturm, Ruger & Company, Inc. The Commission’s Bureau of Competition

prepared and furnished to Respondent the Draft Complaint, which it proposed to present to the

Commission for its consideration. If issued by the Commission, the Draft Complaint would

charge Respondent with violations of Section 8 of the Clayton Act, as amended, 15 U.S.C. § 19,

and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45.

Respondent and the Bureau of Competition executed an Agreement Containing Consent

Order (“Consent Agreement”) containing (1) an admission by Respondent of the jurisdictional

facts set forth in the Draft Complaint, (2) a statement that the signing of said agreement is for

settlement purposes only and does not constitute an admission by Respondent that the law has

been violated as alleged in the Draft Complaint, or that the facts as alleged in the Draft

Complaint, other than jurisdictional facts, are true, (3) waivers and other provisions as required

by the Commission’s Rules, and (4) a proposed Decision and Order.

The Commission considered the matter and determined that it had reason to believe that

Respondent has violated said Acts, and that a complaint should issue stating its charges in that

respect. The Commission accepted the Consent Agreement and placed it on the public record for

a period of 30 days for the receipt and consideration of public comments. The Commission duly

considered any comments received from interested persons pursuant to Commission Rule 2.34,

16 C.F.R. § 2.34. Now, in further conformity with the procedure described in Rule 2.34, the

Commission makes the following jurisdictional findings:

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1.

Respondent Beretta Holding S.A. is a privately held corporation organized, existing, and

doing business under and by virtue of the laws of the Grand Duchy of Luxembourg with

its executive offices and principal place of business located at 9, Rue Ste Zithe, L-2763

Luxembourg City, Grand Duchy of Luxembourg.

2.

The Commission has jurisdiction over the subject matter of this proceeding and over

Respondent, and the proceeding is in the public interest.

ORDER

I. Definitions

IT IS ORDERED that, as used in this Order, the following definitions shall apply:

A.

“Beretta Holding” or “Respondent” means Beretta Holding S.A., its directors, officers,

employees, agents, successors, and assigns; and the joint ventures, subsidiaries,

partnerships, divisions, groups, and affiliates controlled by Beretta Holding, S.A., and the

respective directors, officers, employees, agents, representatives, successors, and assigns

of each.

B.

“Ruger” means Sturm, Ruger & Company, Inc., a corporation organized, existing, and

doing business under and by virtue of the laws of the State of Delaware with its executive

offices and principal place of business located at 1 Lacey Place, Fairfield, Connecticut,

06890.

C.

“Immediate Family Member” means a person’s spouse, parents, children, siblings,

mothers- and fathers-in law, sons- and daughters-in-laws, brothers- and sisters-in-laws,

and anyone, other than domestic employees, who shares such persons’ home. Immediate

Family Member does not include individuals who are no longer immediate family

members as a result of legal separation or divorce or those who have died or become

incapacitated.

D.

“Independent Director” means a person:

1.

who is not included within a Relevant Person or an Immediate Family Member of

a person within a Relevant Person;

2.

who in the three previous years has not been: (a) an employee, officer, director,

representative or agent of Relevant Person; (b) in receipt of direct or indirect

compensation from a Relevant Person; (c) a partner or employee of a firm that is a

Relevant Person’s internal or external auditor; and

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3.

who does not have a Material Relationship with a Relevant Person, anyone within

a Relevant Person, or an Immediate Family Member of any person included

within a Relevant Person.

E.

“Material Relationship” means a familial, personal, financial, contractual, professional,

employment, or any other relationship that would reasonably be expected to impair the

objectivity of the Independent Director’s judgment when participating as a director of

Ruger.

F.

“Nonpublic Information” means all information that is not in the public domain,

including customer lists, price lists, strategic plans, contracts, expansion projects, cost

information, marketing methods, competitively sensitive data or information, and all

other information not available to the public.

G.

“Relating To” means in whole or in part constituting, containing, concerning, discussing,

describing, analyzing, identifying, stating, or in any way pertaining to.

H.

“Relevant Person” means Respondent Beretta Holding and Upifra, as defined in I.I.

I.

“Upifra” means Upifra S.A., its directors, officers, employees, agents, successors, and

assigns; and the joint ventures, subsidiaries, partnerships, divisions, groups, and affiliates

controlled by Upifra S.A., including Beretta Holding, S.A., and the respective directors,

officers, employees, agents, representatives, successors, and assigns of each.

II. Independent Director

IT IS FURTHER ORDERED that:

A.

Respondent shall not, directly or indirectly, including through its parent, appoint,

nominate, or otherwise cause any person to be appointed or nominated to serve on the

board of directors of Ruger unless such person is an Independent Director.

B.

Respondent shall provide advance written notice to the Commission at least 15 days

before appointing, designating, nominating, electing, or otherwise causing any person to

become a member of the board of directors of Ruger. Such notice shall be sent to

designated Commission staff and bccompliance@ftc.gov.

C.

Respondent shall not, directly or indirectly, including through its parent, hire or enter into

any financial or other relationship with any Independent Director nominated by

Respondent and appointed to the board of directors of Ruger pursuant to Paragraph II.A

that would: (1) involve violating the Independent Director’s fiduciary duty, or (2) involve

the exchange of Nonpublic Information received about Ruger to a Relevant Person, until

such Independent Director has ceased serving on the board of directors of Ruger for a

period of 1 year.

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D.

Respondent shall not directly or indirectly, including through its parent, seek, receive, or

attempt to receive from any Independent Director appointed pursuant to Paragraph II.A,

Ruger’s Nonpublic Information.

III. Order Distribution

IT IS FURTHER ORDERED that:

A.

No later than 10 days after this Order is issued, Respondent shall send a copy of this

Order, the Complaint, and the Analysis to Aid Public Comment by electronic mail with

delivery confirmation to, or through any electronic portal customarily used for

dissemination of documents to members of any of Respondent’s boards of directors and

officers; and

B.

For a period of 5 years after this Order is issued, Respondent shall send a copy of this

Order, the Complaint, and the Analysis to Aid Public Comment by electronic mail with

delivery confirmation to, or through any electronic portal customarily used for

dissemination of documents to each new board member, officer, and director no later

than 10 days after an individual becomes a board member, officer, or director of

Respondent.

IV. Compliance Reports

IT IS FURTHER ORDERED that Respondent shall submit verified written reports

(“compliance reports”) in accordance with the following:

A.

Respondent shall submit:

1.

Interim compliance reports 30 days and 90 days after this Order is issued;

2.

Annual compliance reports one year after the date this Order is issued and

annually thereafter for the next four years on the anniversary of that date,

verifying that Respondent is in compliance with the Order.

B.

Each compliance report shall contain sufficient information and documentation to enable

the Commission to determine independently whether Respondent is in compliance with

the Order. Conclusory statements that Respondent has complied with its obligations

under the Order are insufficient. Respondent shall include in its report, among other

information or documentation that may be necessary to demonstrate compliance, a full

description of the measures Respondent has implemented or plans to implement to ensure

that it has complied or will comply with each section of this Order.

C.

For a period of 1 year after filing a compliance report, Respondent shall retain all

material written communications with each party identified in each compliance report

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and all non-privileged internal memoranda, reports, and recommendations concerning

fulfilling Respondent’s obligations under this Order during the period covered by such

compliance report. Respondent shall provide copies of these documents to Commission

staff upon request.

D.

Respondent shall have each compliance report verified under penalty of perjury in the

manner set forth in 28 U.S.C. § 1746 by the Chief Executive Officer of Respondent or

another officer or employee, including the General Manager of Respondent, specifically

authorized to perform this function. If the compliance report is verified by someone

other than the Chief Executive Officer or the General Manager of Respondent,

Respondent shall include documentation in the compliance report establishing that the

verifier is authorized to verify the compliance report on behalf of Respondent.

V. Change in Respondent

IT IS FURTHER ORDERED that Respondent shall notify the Commission at least 30

days prior to:

A.

The dissolution of Beretta Holding S.A.; or

B.

The proposed acquisition, merger, or consolidation of Beretta Holding S.A.; or

C.

Any other change in Respondent, including assignment and the creation, sale, or

dissolution of subsidiaries, if such changes may affect compliance obligations arising out

of the Order.

VI. Access

IT IS FURTHER ORDERED that for purposes of determining or securing compliance

with this Order, and subject to any legally recognized privilege, upon written request and 10

days’ notice to Respondent made to its principal place of business as identified in this Order, the

notified Respondent shall, without restraint or interference, permit any duly authorized

representative of the Commission:

A.

Access, during business office hours of Respondent and in the presence of counsel, to all

facilities and access to inspect and copy all business and other records and all

documentary material and electronically stored information as defined in Commission

Rules 2.7(a)(1) and (2), 16 C.F.R. § 2.7(a)(1) and (2), in the possession or under the

control of the Respondent related to compliance with this Order, which copying services

shall be provided by Respondent at the request of the authorized representative of the

Commission and at the expense of Respondent; and

B.

To interview officers or directors of Respondent with knowledge of the matters set forth

in this Order, who may have counsel present, regarding such matters.

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VII. Term

IT IS FURTHER ORDERED that this Order shall terminate 5 years from the date it is

issued.

By the Commission.

April Tabor

Secretary

SEAL

ISSUED:

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