Shareholders voted in favour of the sale at a general meeting in Perth on Friday. It was the final condition for the proposed sale of Clough.
The board also decided to pay a fully franked special dividend of 14c per share, subject to the sale going ahead.
Clough will seek federal court approval at a hearing on Wednesday, with shares expending to disappear off the ASX by Thursday if it is approved.
Shareholders will receive $1.46 per Clough share, slightly lower than the 52-week price high of $1.48 per share.
An acquisition of Clough was more than likely after Murray & Roberts launched a $1.46 per share offer in July, with Clough directors signalling their intention to support the plan.
Based on shares outstanding, the offer values Clough at $1.12 billion.