Amendment: SEC Form SCHEDULE 13G/A filed by NewAmsterdam Pharma Company N.V.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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NewAmsterdam Pharma Co N.V. (Name of Issuer) |
Ordinary Shares, nominal value EUR0.12 per share (Title of Class of Securities) |
N62509109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
VIKING GLOBAL INVESTORS LP | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,978,534.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Viking Global Opportunities Parent GP LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,978,534.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Viking Global Opportunities GP LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,675,619.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Viking Global Opportunities Portfolio GP LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,675,619.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Viking Global Opportunities Illiquid Investments Sub-Master LP | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,675,619.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Viking Global Opportunities Drawdown GP LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,302,915.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
2.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Viking Global Opportunities Drawdown Portfolio GP LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,302,915.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Viking Global Opportunities Drawdown (Aggregator) LP | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,302,915.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
HALVORSEN OLE ANDREAS | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
NORWAY
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,978,534.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Ott David C. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,978,534.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | N62509109 |
1 | Names of Reporting Persons
Shabet Rose Sharon | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,978,534.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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Item 1. | ||
(a) | Name of issuer:
NewAmsterdam Pharma Co N.V. | |
(b) | Address of issuer's principal executive offices:
Gooimeer 2-35, Naarden, Netherlands, 1411 DC | |
Item 2. | ||
(a) | Name of person filing:
Viking Global Investors LP ("VGI"),
Viking Global Opportunities Parent GP LLC ("Opportunities Parent"),
Viking Global Opportunities GP LLC ("Opportunities GP"),
Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"),
Viking Global Opportunities Illiquid Investments Sub-Master LP ("VGOP"),
Viking Global Opportunities Drawdown GP LLC ("VGOD GP"),
Viking Global Opportunities Drawdown Portfolio GP LLC ("VGOD Portfolio GP"),
Viking Global Opportunities Drawdown (Aggregator) LP ("VGOD"),
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet (collectively, the "Reporting Persons") | |
(b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is: 600 Washington Boulevard, Floor 11, Stamford, Connecticut 06901. | |
(c) | Citizenship:
VGI is a Delaware limited partnership; Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, VGOD GP and VGOD Portfolio GP are Delaware limited liability companies; VGOP and VGOD are Cayman Islands exempted limited partnerships; O. Andreas Halvorsen is a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the United States. | |
(d) | Title of class of securities:
Ordinary Shares, nominal value EUR0.12 per share | |
(e) | CUSIP No.:
N62509109 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
VGI: 6,978,534
VGI provides managerial services to VGOP and VGOD. VGI has the authority to dispose of and vote the Ordinary Shares that VGOP and VGOD directly own. VGI does not directly own any Ordinary Shares.
Based on Rule 13d-3 of the Act, VGI may be deemed to beneficially own the Ordinary Shares that VGOP and VGOD directly own.
VGI beneficially owns 6,978,534 Ordinary Shares consisting of 4,675,619 Ordinary Shares directly owned by VGOP and 2,302,915 Ordinary Shares directly owned by VGOD.
Opportunities Parent: 6,978,534
Opportunities Parent is the sole member of Opportunities GP, which has the authority to dispose of and vote the Ordinary Shares controlled by Opportunities Portfolio GP (which consists of the Ordinary Shares that VGOP directly owns), and is the sole member of VGOD GP, which has the authority to dispose of and vote the Ordinary Shares controlled by VGOD Portfolio GP (which consists of the Ordinary Shares that VGOD directly owns). Opportunities Parent does not directly own any Ordinary Shares.
Based on Rule 13d-3 of the Act, Opportunities Parent may be deemed to beneficially own the Ordinary Shares that VGOP and VGOD directly own.
Opportunities Parent beneficially owns 6,978,534 Ordinary Shares consisting of 4,675,619 Ordinary Shares directly owned by VGOP and 2,302,915 Ordinary Shares directly owned by VGOD.
Opportunities GP: 4,675,619
Opportunities GP serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the Ordinary Shares controlled by Opportunities Portfolio GP, which consists of the Ordinary Shares that VGOP directly owns. In addition, Opportunities GP is the general partner of each of Viking Global Opportunities Intermediate LP, Viking Global Opportunities III LP, and Viking Global Opportunities LP. Opportunities GP does not directly own any Ordinary Shares.
Based on Rule 13d-3 of the Act, Opportunities GP may be deemed to beneficially own the Ordinary Shares that VGOP directly owns.
Opportunities GP beneficially owns 4,675,619 Ordinary Shares consisting of 4,675,619 Ordinary Shares directly owned by VGOP.
Opportunities Portfolio GP: 4,675,619
Opportunities Portfolio GP serves as the general partner of VGOP and has the authority to dispose of and vote the Ordinary Shares that VGOP directly owns. Opportunities Portfolio GP does not directly own any Ordinary Shares.
Based on Rule 13d-3 of the Act, Opportunities Portfolio GP may be deemed to beneficially own the Ordinary Shares that VGOP directly owns.
Opportunities Portfolio GP beneficially owns 4,675,619 Ordinary Shares consisting of 4,675,619 Ordinary Shares directly owned by VGOP.
VGOP: 4,675,619
VGOP has the authority to dispose of and vote the 4,675,619 Ordinary Shares that it directly owns, which power may be exercised by its general partner, Opportunities Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to VGOP.
Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited partnership), which in turn invests through VGOP.
VGOD GP: 2,302,915
VGOD GP serves as the sole member of VGOD Portfolio GP and has the authority to dispose of and vote the Ordinary Shares controlled by VGOD Portfolio GP, which consists of the Ordinary Shares that VGOD directly owns. In addition, VGOD GP is the general partner of each of Viking Global Opportunities Drawdown (Internal) LP, Viking Global Opportunities Drawdown (Onshore) LP, and Viking Global Opportunities Drawdown (Offshore) LP. VGOD GP does not directly own any Ordinary Shares.
Based on Rule 13d-3 of the Act, VGOD GP may be deemed to beneficially own the Ordinary Shares that VGOD directly owns.
VGOD GP beneficially owns 2,302,915 Ordinary Shares consisting of 2,302,915 Ordinary Shares directly owned by VGOD.
VGOD Portfolio GP: 2,302,915
VGOD Portfolio GP serves as the general partner of VGOD and has the authority to dispose of and vote the Ordinary Shares that VGOD directly owns. VGOD Portfolio GP does not directly own any Ordinary Shares.
Based on Rule 13d-3 of the Act, VGOD Portfolio GP may be deemed to beneficially own the Ordinary Shares that VGOD directly owns.
VGOD Portfolio GP beneficially owns 2,302,915 Ordinary Shares consisting of 2,302,915 Ordinary Shares directly owned by VGOD.
VGOD: 2,302,915
VGOD has the authority to dispose of and vote the 2,302,915 Ordinary Shares that it directly owns, which power may be exercised by its general partner, VGOD Portfolio GP, and by VGI, an affiliate of VGOD Portfolio GP, which provides managerial services to VGOD.
Viking Global Opportunities Drawdown (Offshore) LP (a Cayman Islands exempted limited partnership) and Viking Global Opportunities Drawdown (Internal) LP (a Delaware limited partnership), through its investment in Viking Global Opportunities Drawdown (Onshore) LP (a Delaware limited partnership), invest substantially all of their assets in VGOD.
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 6,978,534
Mr. Halvorsen, Mr. Ott and Ms. Shabet, as Executive Committee Members of Viking Global Partners LLC (general partner of VGI) and Opportunities Parent, have shared authority to dispose of and vote the Ordinary Shares beneficially owned by VGI and Opportunities Parent. None of Mr. Halvorsen, Mr. Ott and Ms. Shabet directly owns any Ordinary Shares.
Based on Rule 13d-3 of the Act, each may be deemed to beneficially own the Ordinary Shares that VGOP and VGOD directly own.
Mr. Halvorsen, Mr. Ott and Ms. Shabet each beneficially own 6,978,534 Ordinary Shares consisting of 4,675,619 Ordinary Shares directly owned by VGOP and 2,302,915 Ordinary Shares directly owned by VGOD. | |
(b) | Percent of class:
The percentages set forth herein are based on 106,832,952 Ordinary Shares outstanding following the Issuer's underwritten public offering that closed on December 13, 2024, and after the underwriters exercised their option to purchase additional Ordinary Shares in full, as reported in the Issuer's prospectus on Form 424B5, filed with the Securities and Exchange Commission (the "Commission") on December 13, 2024, and the Issuer's current report on Form 8-K, filed with the Commission on December 13, 2024.
VGI: 6.5 %
Opportunities Parent: 6.5 %
Opportunities GP: 4.4 %
Opportunities Portfolio GP: 4.4 %
VGOP: 4.4 %
VGOD GP: 2.2 %
VGOD Portfolio GP: 2.2 %
VGOD: 2.2 %
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 6.5 | |
(c) | Number of shares as to which the person has:
| |
(i) Sole power to vote or to direct the vote:
VGI: 0
Opportunities Parent: 0
Opportunities GP: 0
Opportunities Portfolio GP: 0
VGOP: 0
VGOD GP: 0
VGOD Portfolio GP: 0
VGOD: 0
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 0 | ||
(ii) Shared power to vote or to direct the vote:
VGI: 6,978,534
Opportunities Parent: 6,978,534
Opportunities GP: 4,675,619
Opportunities Portfolio GP: 4,675,619
VGOP: 4,675,619
VGOD GP: 2,302,915
VGOD Portfolio GP: 2,302,915
VGOD: 2,302,915
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 6,978,534 | ||
(iii) Sole power to dispose or to direct the disposition of:
VGI: 0
Opportunities Parent: 0
Opportunities GP: 0
Opportunities Portfolio GP: 0
VGOP: 0
VGOD GP: 0
VGOD Portfolio GP: 0
VGOD: 0
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 0 | ||
(iv) Shared power to dispose or to direct the disposition of:
VGI: 6,978,534
Opportunities Parent: 6,978,534
Opportunities GP: 4,675,619
Opportunities Portfolio GP: 4,675,619
VGOP: 4,675,619
VGOD GP: 2,302,915
VGOD Portfolio GP: 2,302,915
VGOD: 2,302,915
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 6,978,534 | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The response to Item 4 is incorporated by reference herein. | ||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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EXHIBIT A - JOINT FILING AGREEMENT |