Advestra advises on the offering and listing of Centiel AG

HT5 AG ("HT5") and Centiel SA ("Centiel") successfully completed a reverse merger (the "Reverse Merger") by absorption (Absorptionsfusion) with Centiel as the transferring entity and HT5 as the surviving entity. HT5 is the remaining shell company of the former dairy processor HOCHDORF Holding AG. Centiel is a leading technology company active in the field of uninterruptible power supply. Upon consummation of the Reverse Merger, all assets and liabilities of Centiel transferred to HT5 by way of universal succession, Centiel was dissolved without liquidation and HT5 was renamed Centiel AG.

In connection with the Reverse Merger, HT5 effected a merger capital increase by issuing 61,274,508 new registered shares as consideration to the shareholders of Centiel. Immediately following the consummation of the Reverse Merger, the company issued 3,885,763 new registered shares in the course of an ordinary capital increase to satisfy the minimum free float requirement under the listing rules of SIX Swiss Exchange of 20% in combination with the offering of 11,501,225 shares issued as consideration for the Reverse Merger as a part of the Offering. Trading of the shares under the name Centiel AG started on 17 April 2026.

UBS Investment Bank acted as Sole Global Coordinator and Joint Bookrunner, Zürcher Kantonalbank as Joint Bookrunner and Commerzbank Aktiengesellschaft and Octavian as Selling Agents.

Advestra acted as legal counsel to UBS Investment Bank, Zürcher Kantonalbank, Commerzbank Aktiengesellschaft and Octavian. The team included Thomas Reutter, Annette Weber, Robin Weissenrieder, Fabian Loretan and Jana Wildberger (all Capital Markets) as well as Céline Martin (Tax).