Brightpoint's Agreement with CellStar

Brightpoint, Inc. and CellStar Corporation announced today that they have entered into a definitive agreement for a wholly-owned subsidiary of Brightpoint, Inc. to acquire substantially all of CellStar's assets and liabilities related to its U.S. operations and its Miami-based Latin America business

CellStar's operations in Mexico and Chile and other businesses or obligations of CellStar Corporation are excluded from the proposed transaction.

"The proposed acquisition reflects our commitment to enhance long-term shareholder value through the execution of our growth strategy," stated Robert J. Laikin, Chairman of the Board and Chief Executive Officer of Brightpoint, Inc. "We believe that the proposed transaction will expand our geographic reach, broaden our product offering, and improve our overall efficiency in order to create long-term value for all of our stakeholders. Specifically, with the addition of the Miami-based Latin America business, we will bolster Brightpoint's capabilities for providing distribution and logistic services to customers and suppliers throughout Latin America."

"The Board of Directors of CellStar Corporation believes the divestiture of these operations at this time is in the best interest of our stockholders and we fully support the decision," stated Robert Kaiser, Chairman of the Board and Chief Executive Officer of CellStar Corporation. "In addition, I am certain that as a result of this transaction, our customers will benefit from the enhanced capabilities, efficiencies and financial strength of the combined operations."

Overview of the Proposed Transaction

The Boards of Directors of both Brightpoint, Inc. and CellStar Corporation have unanimously approved the proposed transaction set forth in the Definitive Agreement. The proposed transaction is subject to conditions set forth in the Definitive Agreement, including, without limitation, certain regulatory, supplier and lender approvals and approval by CellStar's stockholders. Under the terms of the proposed transaction, Brightpoint will pay $88 million in cash to CellStar, subject to adjustments based on net assets as set forth in the Definitive Agreement. The closing of the proposed acquisition is currently expected to occur in March or April of 2007.

Brightpoint currently estimates that revenues from the acquired operations will exceed $450 million in the first year following completion of the proposed acquisition. Brightpoint also expects that the proposed acquisition will be slightly accretive to Brightpoint's earnings per share for the first year following completion of the proposed acquisition.

Brightpoint currently expects to fund the purchase price of $88 million (subject to adjustment as set forth above) through a combination of unrestricted cash and borrowings on credit facilities. Pursuant to the proposed acquisition, Brightpoint expects to record goodwill and other intangible assets of approximately $65 million.

Deutsche Bank Securities acted as sole financial advisor and Blank Rome LLP acted as legal counsel to Brightpoint - Brightpoint.