The really critical thing is you do NOT want a fuzzy outer shell to your undies. The piling or any fuzz that's shed will eventually clog your exhaust valve. So, if you do get an all fleece / Polartech setup, then you probably want to wear something very thin over them - like a very thin nylon shell or something... at least on the top part...or just disassemble and service the exhaust valve regularly and clean it out. Not a big deal.
The other two things about diving undies: first, most have a hydrophobic outer shell, which is nice if it's raining out, or just from the water dripping off your gear after the dive. Helps repel sweat, too, inside the suit. Also, most better sets of diving undies have some kind of protection/more permeable fabric in the shoulder area, where the exhaust/dump valve of the suit goes, to aid in air flow when venting the suit.
The best set of dive undies I have (of the six sets I either have or have owned) have neoprene forearms and calf sections, which helps a LOT on preventing bunching when doffing/donning the suit. It's also really warm.
By and large, though, the guts of dive undies don't differ too much from really good ski undies.