Nisa members have voted in favour of the Co-op’s £137.5m takeover bid following a crunch ballot today.
The board of the convenience retail and buying group recommended the offer to shareholders last month and required 75% backing to give the acquisition the green light.
As previously reported, a group of Nisa shopkeepers had aimed to block the deal, but 75.8% voted in favour of the acquisition in Leeds this morning.
The deal will now be referred to the Competition and Markets Authority.
Under the terms of the acquisition, the Co-op will pay up to £137.5m for the entire Nisa shareholding plus associated deal costs of up to £5.5m.
Nisa’s shareholders would receive an equal initial payment, a deferred share payment over three years and “additional rebates” payable over four years.
The Co-op would also take on Nisa’s existing debt of £105m.
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 unrecognisable 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.”
Co-op Food chief executive Jo Whitfield added: “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.”
The food retail and wholesale markets are rushing to consolidate in the wake of Tesco’s proposed £3.7bn merger with wholesale giant Booker.
Nisa had previously attracted bid interest from Sainsbury’s, which was in exclusive talks with the business about a takeover.
But the supermarket giant shelved negotiations amid fears that the deal could spark greater than expected scrutiny from the Competition and Markets Authority.
Morrisons has penned a deal to supply convenience specialist McColl’s and Costcutter’s owner Bibby Line told its members in the summer that it was “open to having discussions” about potential tie-ups.