Ann: COG: Withdrawal of Diverger(ASX DVR) Non-Binding Indicative, page-11

A couple of thoughts

1) there is a binding SID with Diverger and Count - which means (subject to terms) that Count can't/won't pull out (in the absence of term breakage, usually a Board Recommended Superior Offer). It is very unusual for a binding SID not to proceed.
The 22nd Sept release states that HUB24 (in the absence of a superior proposal) are supportive of this proposal. They have 34.38% +/- 1%

Either there is a Board agreed Superior Proposal (terms will need to be light (not just price heavy) to compete against this one).

On the basis that HUB votes Yes (34%) - and lets say they do - and (say) 65% of Register Votes, with Donkey votes getting the Yes to 50% the No Case would need (65%*25%=16.25% of the register to vote against). It is likely that the company may be obliged to shuffle up proxies to get yes to 55% (likely a "do all things to get deal over the line" clause) which may mean No vote needs 17% plus. - Hard to see happening (in the absence of a Superior Proposal).

Finally it seems to me that COG remain interested from their wording - but their indicative offer was (not unusual) Terms Heavy - especially around DD and Conduct - so very difficult for Board to recommend against an existing SID (a bird in the hand strategy). Remember HUB can't search for another bidder or engage - they have a SID - they need to actually get a Superior Proposal to do so.

Next Steps - CUP continues to SID with DVR or COG returns with a proposal that is capable (and then deemed to be Superior). Likely best done through mirroring CUP SID with higher price (i.e. move to Binding and no DD) - that is why the stock is trading between CUP and COG offers - who will blink. Seems to me all are playing their chess pieces very normally.

Lots of room between value (of Count Offer (100% Scrip Count at $0.655 x 2.07 = $1.355) and today's price (subject to Share Consideration Cap p19 of SID - with cash lower realised more like $1.26??)