The offer was made at a meeting at Dens Park on Tuesday and 81.6% of those voting accepted it. The First Division outfit's shareholders will now seek to ratify the offer while creditors opposing it have 28 days to make their objections.
Dundee went into administration for the second time in October 2010 with debts in excess of £2.3million.
The offer does not cover money owed to former players or management who would be dealt with by the new owners.
HMRC, owed taxes of around £365,000 by the Dark Blues, do not approve of any creditors being afforded preferential treatment but if Dundee do not make separate arrangements with football staff there could be further sanctions imposed by the Scottish Football League.
The new owners are headed by Dundee FC Supporters' Society Ltd, who control 53.7% of the club's shares, and they should be able to take the club forward if all opposition to the offer is resolved.
There are no other offers for Dundee, who could have faced liquidation if the offer had been rejected by creditors.
Dundee entered administration in October after Aberdeen businessman Calum Melville withdrew his backing and the SFL gave them a 25-point penalty.
Nine players and Dundee's management team were made redundant in an effort to cut costs and leading striker Leigh Griffiths was sold to Wolves for ?£150,000 last month.
Source: PA
Source: PA