Members of convenience chain Nisa have voted to accept the Co-operative's £140m offer for the business.
The offer just scraped in over the minimum 75 per cent approval rate, with 75.79 per cent in favour and 24.21 per cent voting against the Co-op’s offer.
Co-op will now acquire the business for a total of £137.5m, pending regulatory approval.
Each Nisa shareholder will receive an initial payment of £20,000 each as well as deferred payments and additional rebates over the next four years.
The Co-op will also take on Nisa's existing £105m debt.
The deal strengthens the buying power of the combined business, and gives Nisa members access to Co-op products.
The sale of the convenience business was kickstarted after Tesco announced its proposed acquisition of Booker.
Nisa chairman Peter Hartley said: "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."
Nisa's shopkeeper members will be able to retain their independence by running stores as they wish.
Jo Whitfield, chief executive of food at Co-op 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."
The deal now has to face the competitions regulator, with the process expected to complete in March next year.