Well, the no-shop clause or actually "exclusivity clause"...

Well, the no-shop clause or actually "exclusivity clause" doesn't prevent another buyer from tabling a superior offer but that would need to happen without due dilligence investigations as such are prohibited by the agreement with Optus. As p. 41 of the Explanatory Memorandum from December 3rd details:

No-shop, no-tolk, no-due diligence

During the Exclusivity Period, except with the prior written consent of Optus, amaysim must ensure that neither it nor its Representatives directly or indirectly:

(a) solicit, invite, encourage or initiate or continue any enquiries, negotiations or discussions or communicates any intention to do any of the foregoing, regarding, with a view to obtaining or that may reasonably be expected to encourage or lead to the making of, any offer, proposal or expression of interest from one person in relation to a Competing Proposal,

(b) negotiate, accept or enter into, offer or agree to negotiate, accept ar enter into any agreement, arrangement or understanding regarding any actual, proposed or potential Competing Proposal or respond to any approach or continue, participate in or resume negotiations or discussions in relation to, or which may reasonably be expected to lead to, a Competing Proposal or communicate any intention to do any of the foregoing, even if the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by amaysim or any of its Representatives or the person hos publicly announced the Competing Proposal or any offer, proposal or expression of interest from ony person in relation to a Competing Proposal, or

(c) enable one other person other than Optus to undertake or continue due diligence investigations on omaysim or one of its Related Bodies Corporate or any of their respective businesses or operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal or which could reasonably be expected to encourage or lead to receipt of a Competing Proposal or make available to any other person, or permit any other person to receive, other than Optus (in the course of due diligence investigations or otherwise), any non-public information relating to amaysim or any of its Related Bodies Corporate or any of their respective businesses or operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal or which could reasonably be expected to encourage or lead to receipt of a Competing Proposal.


This means no data room or whatsoever information will be made available to a potential alternative bidder and bidding without due dilligence is not only a massive risk for the bidding entity but also for its directors personally who could be hold responsible by the bidding entity's shareholders for violating their duty of care. I don't think any D&O insurance would cover such move. Against this background it is highly unlikely that another bidder shows up before the EGM hopefully rejects Optus' offer.
The fact that the EGM is being held a whopping 11 weeks after the deal was announced creates the illusion that enough time was given to alternative bidders when in fact such are effectively locked out from bidding from the very beginning.