HT5 plans merger with Centiel, a leading provider of uninterruptible power supply equipment

HT5 AG ("HT5") has entered into a transaction agreement with CENTIEL SA ("Centiel", the “Company”) following intensive merger negotiations. With Centiel, HT5 has been able to identify a hidden champion in a promising industry. The consummation of the transaction is subject, among other customary closing conditions, to the approval by the general meeting of HT5 shareholders.

Founded in 2015, Centiel is a global leading technology company headquartered in Lugano, Switzerland. Centiel is widely recognized as a technology pioneer in mission-critical power protection. The market for UPS solutions to protect critical applications served by Centiel is growing significantly, driven by digitization, artificial intelligence, and data centers. The founding team of Centiel developed the world’s first transformerless and fully distributed modular three-phase UPS architecture, setting new benchmarks for availability, reliability, and efficiency. Centiel systems deliver maximum availability of up to 99.9999999% and industry-leading annual down-time of only 3.5 milliseconds.

The Company is expected to achieve consolidated sales of around CHF 46 million* in financial year 2025. This is an increase of over 25% compared to the previous year. The  EBIT margin also reached c.22%* in financial year 2025. Centiel has successfully expanded since its foundation and is now present in more than 60 countries. Thanks to its full order book, continued profitable growth is expected in the coming years.

Andreas Leutenegger, Chairman of the Board of Directors of HT5, stated: “The HT5 team is excited about this opportunity to join forces with Centiel, a leading power protection technology provider, and to position the Company as a publicly traded Swiss champion.”

Filippo Marbach, co-founder of Centiel, a recognized pioneer in the UPS industry who introduced several groundbreaking innovations at companies such as Newave, a publicly listed company that was later acquired by ABB, commented: “Going public is an important milestone for Centiel. This will increase our flexibility, public profile and visibility, enabling us to scale our technologies more quickly and tap into new markets.”

Gerardo Lecuona, Centiel's co-founder and designated CEO, combines strong technical expertise with extensive international sales and business development experience in the global UPS market. He commented: 'With Centiel, we have built a highly focused company and earned the trust of data center, industry and service providers over the last decade. The planned transaction is a pivotal milestone that positions Centiel for its next phase of growth."

The proposed transaction is intended to be implemented by way of a so-called absorption merger under the Swiss Merger Act, combined with an ordinary capital increase of HT5 to issue HT5 shares to the shareholders of Centiel. Debt-free Centiel is valued at CHF125 million in equity terms, and the HT5 shares at CHF 2.04 per share. In connection with the completion of the merger, a portion of the founding team's shares is to be placed on the market in order to achieve an attractive freefloat. In addition, a further cash capital increase is planned to provide the merged company with additional liquidity for growth financing. The total volume of the placements is expected to amount to up to CHF 60 million, at a reference price of CHF 2.04 per share. The implementation of the transaction is subject to usual conditions precedent and shall be completed in the first half of 2026. Further announcements regarding the planned transaction will be made in accordance with applicable ad-hoc publicity requirements.

Gregor Greber, CEO and member of the Board of Directors of HT5, added: "The HT5 team remains personally committed to Centiel and intends to increase its existing shareholding in the course of the public offering."

HT5 has mandated advisors to support the planned transaction

Investors & Media Contact                                        

HT5 AG                                                                      
Alexandre Müller ​​​​​​​                                                        
+41 43 268 32 31

contact@ht5.ch

About HT5 AG

HT5 is a Swiss stock corporation (Aktiengesellschaft) headquartered in Hochdorf, whose shares are listed on SIX Swiss Exchange under the ticker symbol HT5 and ISIN CH0024666528. HT5 emerged from the former HOCHDORF Group and is undergoing a strategic repositioning following completion of its financial restructuring and the lifting of the debt restructuring moratorium.

As a publicly listed holding company with substantial loss carry-forwards, HT5 is positioned as a platform for a business combination with an operational company seeking access to the Swiss capital market. HT5 is led by a board of directors with extensive capital markets experience. Further information is available at www.ht5.ch.

Legal Disclaimer

This press release or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful or require registration or any other measure and does not constitute an offer of securities for sale in such countries.

This publication constitutes neither an offer to sell nor a solicitation to buy securities of HT5 AG or CENTIEL SA and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act.

This communication is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")or (iii) high net worth entities, and other persons to whom it may otherwis elawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.

This communication does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") of the securities referred to in it (the "Securities") in any memberstate of the European Economic Area (the "EEA") or, in the United Kingdom ("UK"), the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Any placements of the Securities to persons in the EEA or the UK will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation (as applicable), as implemented in member states of the EEA or the UK, from the requirement to produce a prospectus for offers of the Securities.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. persons (as such term isdefined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the placements in the United States, and does not intend to conduct a public offer of securities in the United States.

This publication may contain specific forward‑looking statements, e.g., statements including terms like 'believe', 'assume', 'expect', 'forecast', 'project', 'may', 'could', 'might', 'will' or similar expressions. Such forward‑looking statements are subject to known and unknown risks, uncertainties and other factors which may result in asubstantial divergence between the actual results, financial situation,development or performance of HT5 AG or CENTIEL SA and those explicitly or implicitly presumed in these statements. Against the background of the seuncertainties, readers should not rely on forward‑looking statements. Neither HT5 AG nor CENTIEL SA assumes any responsibility to update forward‑looking statements or to adapt them to future events or developments.

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