The cash-and-share offer structure has been devised in a bid to assuage Ten's biggest shareholder, WIN Corporation owner Bruce Gordon, who has said he will not sell his 14.9 per cent stake in the No 3 free-to-air broadcaster.

Fairfax Media has also learnt that Foxtel plans to reignite the aborted merger between its advertising sales arm Multi-Channel Network (MCN) and Ten, which would sell more than $1 billion in television advertising, putting it on a par with the market leaders Seven and Nine.

Ten and its advisers, Citi, have set a deadline of December 2 for interested parties to make indicative offers. Discovery, a $US23 billion cable television business based in Maryland and advised by Goldman Sachs and Foxtel, Australia's cable and satellite-TV monopoly, remain the front-runners.

Several sources close to the process stress that it is still quite possible no deal will eventuate from any bidder.

Foxtel, which is jointly owned by News Corporation and Telstra, would be limited to a 14.9 per cent stake in Ten because of cross-media ownership restrictions.

It is believed Foxtel would offer to put strict governance rules in place around any deal or related-party transactions in its efforts to satisfy the Australian Competition and Consumer Commission, which has warned it would subject any takeover proposal to considerable scrutiny.

It is understood that any offer from the Discovery-Foxtel consortium would create two classes of shares in a new privately owned entity, with existing shareholders allowed to take a stake in the second class of shares up to a capped level.

Bermuda-based billionaire Mr Gordon created a big problem for potential bidders for Ten this month when he said he was "definitely not a seller" and wanted to "stay [a shareholder] and look to the future".

Mr Gordon has bought into the company behind Offspring and MasterChef Australia  during the years at prices much higher than Friday's closing price of 27¢ – but has made it clear he is not trying to coax a higher price out of the bidders. Any acquirer would need Mr Gordon's support to secure the 90.1 of acceptances necessary to trigger the compulsory acquisition of all stock.

Discovery and Foxtel's offer of a continuing interest in Ten would have to be made to all investors including the three other big shareholders: Crown Entertainment chairman James Packer, News Corporation co-chairman Lachlan Murdoch and mining magnate Gina Rinehart. Mr Lachlan and Mr Packer are willing sellers, although a spokesman for Mrs Rinehart said on Sunday that she would not be revealing her intentions at this stage.

The offer would also have to apply to the minority shareholders, who own about 60 per cent of the stock and whose interests are being represented by Ten's independent directors.

As revealed by Fairfax Media, the $US65 billion New York-based Time Warner – which owns HBO, the Warner Bros studios and cable channels such as CNN – approached Ten's investment banking adviser Citi in early October about a bid priced at 25¢ a share. However, Time Warner has now pulled out of the process as has US private equity giant Hellman & Friedman, it is understood.

Los Angeles-based investment firm Saban Capital Group has expressed an interest in Ten, while US hedge fund Anchorage Capital last month approached Providence Equity Partners about exploring a joint bid.

Sources say that with Time Warner out, the Discovery and Foxtel approach is now clear front-runner because of the synergies it could extract that would not be available to private equity. These include joint bidding for sports rights and any advertising sales tie-up between MCN and Ten.

However, the complexity of any offer has been added to Mr Gordon's stated position and the details of Ten's $200 million facility, which is guaranteed by Mr Gordon, Mr Packer and Mr Murdoch.

Mr Gordon is prevented from buying more than 14.9 per cent of Ten because of reach rules that prevent a single TV licence-holder from reaching more than 75 per cent of the Australian population.

With Jake Mitchell