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Reading Worksheet

The Deal That Never Was

B2 Past Perfect: Prior Events and Consequences Business and Finance 30 minutes
Before You Read

Discuss these questions with a partner before you read.

  • Do you know what a merger between two companies means? Can you think of any well-known mergers?
  • Why do you think businesses need to investigate each other carefully before making a big deal?
  • Have you ever been involved in a plan or agreement that fell apart at the last moment? What happened?
  • What do you think 'transparency' means in a business context? Why is it important?
Key Vocabulary
Word Definition Example
merger (n.) the combining of two separate companies into one organisation The merger between Arclight and Nexara had looked certain to succeed.
due diligence (n.) a thorough investigation carried out before signing a business agreement Nexara's team had conducted extensive due diligence before the collapse.
disclose (v.) to make previously hidden or unknown information officially known The CEO had not disclosed the financial loss from the previous year.
discrepancy (n.) a notable difference between two sets of information or figures The due diligence team had uncovered a serious discrepancy in the accounts.
collapse (v./n.) to fail suddenly and completely after a period of apparent progress The deal collapsed just days before the final signing.
letter of intent (n.) a formal document expressing a company's intention to enter into a business deal Both sides had signed a letter of intent in August.
Reading Text
Magazine Article ~340 words

The Deal That Never Was

In the autumn of 2024, two of Europe's most closely watched technology companies appeared to be on the verge of a landmark deal. Arclight Systems, a cybersecurity firm based in Edinburgh, and Nexara Digital, a data analytics company headquartered in Hamburg, had been in private discussions since the spring. By October, the financial press had already written extensively about the expected merger, and industry analysts had predicted it would reshape the European tech landscape.

The process had moved quickly. Both companies had agreed on a valuation by June. By August, their legal teams had drafted a letter of intent, which both CEOs had signed at a private ceremony in Zurich. The lawyers had spent the following three months working through the details of the final contract. Employees at both firms had been quietly informed. Recruitment had been paused. One Arclight engineer later told a journalist: "We had all assumed it was done. It felt real."

It was not done. On the 14th of October, Nexara's due diligence team made a discovery that stopped the deal immediately. Arclight's chief executive had not disclosed a significant financial loss incurred in the third quarter of the previous financial year. The figure — approximately €23 million — did not appear in any of the documents Arclight had provided to Nexara's advisers. Nexara's team had just completed their final review of the accounts when they found the discrepancy. By the time the two CEOs spoke by phone that afternoon, Nexara had already made its decision: the deal was off.

Within 48 hours, both companies had issued public statements. Arclight expressed "regret at the breakdown of negotiations". Nexara stated that it remained "committed to strategic growth through responsible partnership". Neither side had expected the outcome. Neither side offered a full explanation.

For those who follow mergers and acquisitions closely, the collapse was a sharp reminder. By the time a deal reaches its final stage, enormous resources had already been invested — legal fees, consultant hours, staff time, and trust. The lesson of Arclight and Nexara is not new, but it appears, periodically, to need repeating: in any deal of substance, transparency is not optional. It is the foundation on which everything else had been built.

Notice the Grammar

Look back at the article. Find five sentences that use 'had + past participle' (the past perfect). Write them below. Then discuss: at what moment in the story does each one happen — and what happened AFTER it?

1 Reading for Gist

Answer these questions in a few words.

  1. What were Arclight Systems and Nexara Digital planning to do?
  2. Why did the deal collapse in October 2024?
  3. What is the main lesson the writer draws from the Arclight-Nexara story?
2 Reading for Detail

Write short answers based on the article.

  1. When did Arclight and Nexara first begin their private discussions?
  2. What document had both CEOs signed in Zurich in August?
  3. How large was the undisclosed financial loss?
  4. How did Nexara respond when they discovered the discrepancy?  a) They asked Arclight to explain and agreed to continue negotiations. b) They immediately decided to cancel the deal. c) They reported Arclight to the financial authorities. 
  5. According to the final paragraph, what resources had already been invested by the time the deal collapsed?
3 True, False, or Not Given

Write T (True), F (False), or NG (Not Given) for each statement.

  1. Arclight Systems is based in Edinburgh and Nexara Digital is headquartered in Hamburg.
  2. The financial press had written negatively about the expected merger before it collapsed.
  3. Arclight's CEO deliberately hid the financial loss in order to deceive Nexara.
  4. Nexara's due diligence team found the discrepancy just before completing their final review.
  5. Both companies provided detailed public explanations for why the deal had failed.
4 Vocabulary in Context

Answer these questions about words and phrases used in the article.

  1. In paragraph 1, what does 'on the verge of' mean?  a) Very far from completing something. b) Very close to doing or experiencing something. c) Uncertain about whether to proceed with something. 
  2. In paragraph 3, the article says the CEO 'had not disclosed' the financial loss. What does 'disclose' mean, and why is it significant in this context?
  3. Find a phrase in paragraph 3 that means 'found' or 'uncovered' (used about the discrepancy). 
  4. In the final paragraph, the writer says the lesson 'appears, periodically, to need repeating'. What does this mean? Write your own explanation.
5 Grammar in Context

Complete these activities about the past perfect.

  1. Find four past perfect sentences in the article that describe things that had happened BEFORE the deal collapsed on 14 October. Write them here.
    a)  b)  c)  d) 
  2. The article uses 'by the time' to connect two past events. Find one example and explain which event came FIRST and which came SECOND.
  3. In 'The CEO had not disclosed the loss', why is the past perfect used?  a) To show the disclosure happened very recently. b) To show that the non-disclosure happened BEFORE the collapse — it was the cause of the crisis. c) To make the sentence sound more formal and distant. 
  4. Use the past perfect to complete this sentence: 'The lawyers worked on the contract for three months. Then the deal collapsed.' → 'By the time the deal collapsed, the lawyers ___'
  5. Write 2-3 sentences about a plan, project, or agreement that failed. Use the past perfect to describe what had already happened before things went wrong.
Personal Response — Discuss with a partner

Discuss these questions with a partner. Share one idea with the class.

  1. The article argues that transparency is 'not optional' in business. Do you agree? Are there situations where a company might legitimately keep some information private?
  2. By the time the deal collapsed, enormous resources had already been invested. Who do you think suffered most from the failure — the companies, the employees, or the investors?
  3. Have you ever been in a situation where you or someone else did not share important information, and it caused problems? What happened?

Answer Key

The Deal That Never Was — B2 — Past Perfect: Prior Events and Consequences

Exercise 1 — Reading for Gist

  1. Merge / combine into one company.
  2. Arclight's CEO had not disclosed a significant financial loss — Nexara's due diligence team found the discrepancy.
  3. Transparency is essential in any business deal / not disclosing important information will cause deals to fail.

Exercise 2 — Reading for Detail

  1. In the spring of 2024.
  2. A letter of intent.
  3. Approximately €23 million.
  4. b)
  5. Legal fees, consultant hours, staff time, and trust.

Exercise 3 — True, False, or Not Given

  1. T — Para. 1: 'Arclight Systems, a cybersecurity firm based in Edinburgh, and Nexara Digital, a data analytics company headquartered in Hamburg.'
  2. F — Para. 1: 'the financial press had already written extensively about the expected merger' — the implication is positive coverage, and 'analysts had predicted it would reshape the European tech landscape.'
  3. NG — The article says the CEO 'had not disclosed' the loss but does not state whether this was deliberate deception or an oversight.
  4. T — Para. 3: 'Nexara's team had just completed their final review of the accounts when they found the discrepancy.'
  5. F — Para. 4: 'Neither side offered a full explanation.'

Exercise 4 — Vocabulary in Context

  1. b)
  2. 'Disclose' means to make hidden information officially known. It is significant because the CEO was legally and ethically required to share this information with Nexara — not doing so destroyed the deal.
  3. found (the discrepancy) / made a discovery
  4. The same mistake keeps happening — companies fail to be transparent — and the business world has to be reminded of this lesson again and again over time.

Exercise 5 — Grammar in Context

  1. Any four 'had + past participle' sentences describing prior events, e.g. 'Both companies had agreed on a valuation by June.' / 'Their legal teams had drafted a letter of intent, which both CEOs had signed.' / 'The lawyers had spent the following three months working through the details.' / 'Employees at both firms had been quietly informed.' / 'Arclight's CEO had not disclosed a significant financial loss.' / 'Arclight had provided documents to Nexara's advisers.' / 'Nexara's team had just completed their final review.'
  2. e.g. 'By the time the two CEOs spoke by phone that afternoon, Nexara had already made its decision.' — FIRST (earlier): Nexara made its decision to cancel. SECOND (later): the two CEOs spoke by phone. OR: 'By the time a deal reaches its final stage, enormous resources had already been invested.' — FIRST: resources were invested. SECOND: the deal reached its final stage.
  3. b)
  4. By the time the deal collapsed, the lawyers had already spent three months working on the contract.
  5. Answers will vary. Answers will vary. Check: past perfect for prior events, past simple for the main event. e.g. 'We had already booked the

Notice the Grammar — suggested answers

Accept any five correct examples from the article that use the target grammar. Students should be able to explain why the grammar is used in each case.

Personal Response

Answers will vary. This section is for spoken discussion or short written response. There are no single correct answers.