Baker McKenzie Advises HT5 on Successful Restructuring and Subsequent Merger with Centiel

Baker McKenzie advised HT5 AG (now renamed Centiel AG) on its restructuring and subsequent merger with Centiel SA ("Centiel"). The transaction creates a Swiss technology company listed on the SIX Swiss Exchange with a strong international presence and significant growth potential in the important field of uninterruptible power supply.

The merger brings together the expertise and resources of the former CENTIEL SA's founders and a group of investors previously involved with HT5 AG, now recognized as the company's major shareholders. The share offering, managed by UBS Investment Bank as Sole Global Coordinator and Zürcher Kantonalbank as Joint Bookrunner, marks a significant milestone in Centiel AG's growth. Commerzbank and Octavian acted as Selling Agents for the transaction.

Shares were offered at CHF 2.04 per CNTL share, the agreed reference price underlying the exchange ratio in the merger. At the time of the merger announcement, the combined value of the company was approximately CHF 150 million, which increased to around CHF 300 million by settlement.

Baker McKenzie advised the company on all legal and tax matters related to the merger. The core team consisted of Matthias Courvoisier, Yves Mauchle, Kiara Sharifi and Victoria Brammer and was further supported by:

Tax:

• Susanne Liebel-Kotz
• Andrea B. Bolliger
• Pascale Schwizer

International Commercial & Trade:

• Anna Zellweger
• Philippe Reich
• Kaspar Projer

Employment & Competition:

• Christoph Stutz

About HT5 AG / Centiel

HT5 is a Swiss public limited company listed on SIX Swiss Exchange, which has entered into a merger agreement with Centiel. Centiel is a Switzerland-based technology company that develops, manufactures, and supplies industry-leading power protection solutions for critical facilities. The company's top-tier, energy-efficient uninterruptible power supply (UPS) systems provide maximum availability and reliability. These systems were developed by the creators of the industry's first transformer less UPS and the world's first three-phase modular UPS. Centiel's network of distributors and subsidiaries is expanding rapidly, offering world-class power protection solutions worldwide.