Members of Scunthorpe-based Nisa Retail Limited, the member-owned retail and wholesaling group, voted narrowly in favour of Manchester-based Co-op Group’s offer to buy Nisa for up to £137.5 million.
At a meeting at Elland Road, Leeds, Nisa members voted 75.79% in favour and 24.21% against the Co-op’s offer.
The takeover required the support of 75% of Nisa members.
The offer requires clearance from the Competition and Markets Authority, which is expected around the end of March next year.
Nisa shareholders will receive an equal initial payment, a deferred share payment payable over three years, as well as additional rebates payable over four years.
Nisa chairman Peter Hartley said: “We are delighted that our members have chosen in such significant numbers to vote in favour of Co-op’s offer.
“We as a board are firm in our belief that a combination with the Co-op is in the best interests of Nisa’s members.
“The convenience store environment is changing rapidly, and is unrecognizable from that which existed when Nisa was founded more than 40 years ago.
“Co-op will add buying power and product range to our offering, while respecting our culture of independence.”
Jo Whitfield, CEO Co-op Food said: “We are delighted that Nisa members have supported our offer and our ambition to create a stronger member-led presence within the UK convenience sector.
“Together Co-op and Nisa can go from strength to strength, serving customers up and down the country and creating real value for them in their communities.
“Our offer remains conditional on CMA approval and we remain in discussions with them.”
Nisa recently reported positive first-half trading for the 26 weeks to October 1, 2017, with total sales up 12.4% to £728 million on the comparable period.