SecProbe.io

August 10, 2021

Via E -mail
Daniel P. Riley, Esq.
Choate, Hall &  Stewart, LLP
Two International Place
Boston, MA 02110

Re: EXFO, Inc.
Schedule 13E -3 filed by EXFO, Inc ., 11172239 Canada Inc. , G. Lamonde
 Investissements Financiers Inc. , 9356 -8988 Québec Inc. , Germain
Lamonde , and Philippe Morin
Filed July 16, 2021
File No. 005 -59259

Dear Mr. Riley :

We have limited our review of the filing to those issues we have addressed in our
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by amending your  filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in y our response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule 13E-3
1. We note that you set a record date of June 22, 20 21 and that you filed your proxy circular
on July 16, 2021. Please tell us how your actions and their timing comply with Rule 13e -
3(f)(1(i)(B) .

Exhibit s (b)(1) and (b)(2)
2. We note you have requested confidential treatm ent for certain portions of these  exhibit s.
Please note that we will conduct our revi ew of your request separately.

Daniel P. Riley, Esq.
Choate, Hall &  Stewart, LLP
August 10, 2021
Page 2

 Management Proxy Circular

Summary , page 6
3. Please revise the entry captioned “Required Shareholders ’ Approval ” to clarify that the
first approval is assured given your directors ’ and officers ’ shareholdings and the
execution of the various D&O  Support and Voting Agreements.

The Arrangement , page 20
4. Please update the section titled “Background of the Arrangement. ”

Reasons for the Recommendation , page 24
5. We note that the special committee  considered the analyses conducted by TD Securities .
Note that if any filing person has based its fairness determination on the analysis of
factors undertaken by others, such person must expressly adopt  this analysis as their own
in order to satisfy the disclosure obligation.  See Question 20 of Exchange A ct Release
No. 34 -17719 (April 13, 1981).  Please revise to state, if true, that the special committee
adopted TD Securities ’ analyses and conclusion as its own  and that the board of directors
adopted the special committee’s analyses and conclusion as its ow n.
6. Please revise your disclosure to address all of the factors included in instruction 2 t o Item
1014 of Regulation M -A.

The Purchaser Parties’ Purpose and Reasons for the Arrangement , page 26
7. Please revise to ex plain your disclosure relatin g to a potential agreement be tween Mr.
Lamonde and Mr. Morin  and include any update  to your disclosure .++

Formal  Valuation and Fairness Opinion , page 26
8. It has come to our attention tha t Mr. Lamonde may have received financial advisory
services from CIBC Capital Markets or an affiliate thereof. If this is correct, please revise
your disclosure to provide all of the information req uired b y Item 1015 of Regulation M -
A.
9. Please tell us whether TD Securities provide d any presentations to the special committee
or board of direc tors and, if so, file such presentations as exhibits to the Schedule 13E -3.
See I tem 1016 (c) of Regulation M -A.
10. Disclose the amount of all fees paid or payable to TD Securities in connection with its
work as it related to the current transaction.
11. We note that the projected financial forecasts are summarize d. Please dis close the
forecasts in full.

Daniel P. Riley, Esq.
Choate, Hall &  Stewart, LLP
August 10, 2021
Page 3

Sources of Funds for the Arrangement , page 45
12. Please disclose the information required by Item 1007(d) of Regulation M -A.

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please direct any questions to  me at (202) 551 -3619.

      Sincerely,

      /s/ Daniel F. Duchovny
      Daniel F. Duchovny
      Special Counsel
      Office of Mergers and Acquisitions