SHAREHOLDERS of Scottish Media Group, which owns Scottish Television, The Herald, and the Evening Times, have backed the company's plan to take over Grampian Television in a deal expected to be worth #105.4m.

Scottish Media shareholders gave their formal stamp of approval to the acquisition - which would make the group the most powerful media empire in Scotland - at an extraordinary meeting in Glasgow yesterday after it was announced that the company has received acceptances for a majority of Grampian's shares.

Scottish Media chairman Gus Macdonald told the meeting that by the first closing date for the offer to Grampian, valid acceptances have been received from Grampian shareholders representing 55.4% of the share capital of the Aberdeen-based company.

The acceptances, taken together with Scottish Media's existing 19.9% of Grampian shares, take the total acceptances to 75%, which Mr Macdonald described as ''a very high level of response'' at this stage of the transaction.

Scottish Media launched its recommended bid for Grampian on June 10 and the first closing date for acceptances of its cash-and-paper offer of 320p per share was on Thursday, July 17.

It has now extended the offer until August 7.

Scottish Media expects Grampian's larger institutional investors to wait until the last possible moment before making a decision, but is confident of concluding the takeover by the end of August.

Grampian shareholders have already given their approval to the takeover.

The deal, which both sides insist is a merger which will protect and enhance the Grampian brand and its distinctive programming, has received the backing of the Independent Television Commission (ITC), which ruled earlier this month that the takeover does not operate against the public interest.

The other relevant regulator, the Office of Fair Trading, is scrutinising the deal on the grounds of competition.

But most observers expect it also to give it the go-ahead and Scottish Media anticipates a decision ''within the next few weeks.''

Scottish Media's extraordinary meeting at the group's Cowcaddens headquarters, which was attended by about 20 shareholders, lasted just six minutes as they unanimously passed four resolutions relating to the proposed acquisition of Grampian shares.

Speaking immediately after the meeting, Andrew Flanagan, managing director of Scottish Media, said: ''That is a very high level of acceptance at this stage which, I think, reflects that people see this as a natural thing and a good thing for shareholders on both sides.

''We are pleased with the level of acceptances and, of course, the unanimous approval of our resolutions.''

Scottish Media said the takeover would strengthen its position in the UK and protect both companies from hostile bids from outwith Scotland.

The group is proposing to invest in Grampian's Aberdeen studios and transfer up to 180 hours a year of programme production from Glasgow to Aberdeen.

It said all existing production facilities in both cities would be maintained, although there would be some job losses in corporate support functions which would be achieved by voluntary redundancies.