UPDATE 1-Mitsubishi Caterpillar makes offer for Rocla

* Offers 13 euros per share, valuing Rocla at 55.4 mln euros

* 27.7 pct of shareholders accept, plus Mitsubishi's 28.1 pct

(Adds background, detail)

HELSINKI, Oct 23 (Reuters) - Mitsubishi Caterpillar (7011.T) will make a public offer for all shares in Finnish engineering firm Rocla ROC1V.HE, valuing the company at 55.4 million euros ($71.2 million), the Helsinki bourse and Rocla said on Thursday.

Mitsubishi Caterpillar Forklift Europe, a subsidiary of Mitsibishi Heavy Industries (7011.T), will offer 13 euros for all shares in Rocla, which makes warehouse trucks and forklifts.

Shares in Rocla closed at 6.50 euros on Wednesday.

Mitsubishi already owns 28.1 percent of Rocla, and shareholders controlling an additional 27.7 percent in the firm have accepted the offer, Rocla and the bourse said.

Rocla reported a January-September operating profit of 3.5 million euros on sales of 96.8 million.

The company said it expected full-year result to fall due to higher material costs, lack of visibility in the markets and rising competition. (Editing by Will Waterman)